The Real Hero
by GoldGuardian2418
Summary: Willow Wilson becomes the new symbiote in town, but whose side will she fight on? Written by guestsurprise per request from Skellington Girl. I only posted it for them.
1. Chapter 1

**A story Skellington Girl, who owns Willow Wilson, asked from guestsurprise. Here you go, Amiga! Enjoy!**

**Spiderman and all it's characters related belongs to Marvel.**

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**The Real Hero**

Willow was nervous. Her father was desperate to save his daughter from the same terminal illness that had taken her mother. He was trying to do everything and he tried every medicine under the sun. He was an accomplished scientist, but he was frustrated because he couldn't think of what could save his daughter.

"Daddy…relax…" Willow said as she tried to rub her father's shoulders.

"B-But I think I have finally found it! It's a mix of the symbiote from Carnage and Venom."

"Dad, no! They are evil!"

"I know sweetheart, but I have to do this for you! It could save your life!"

"But Dad I…"

"NO BUTS!" He yelled. He then grabbed her arm and gave her the shot. He had tears streaming down his face as he gave his daughter the shot; he couldn't bear the thought of his daughter dying young! Willow understood and she gently gave her father a hug once he was done giving her the shot.

"I'm sorry for yelling, darling; I just don't want you to die. You have so much ahead of you," he said softly.

"Shhh…it's alright dad. I'm alright," Willow said as she kissed him gently. But then both of them noticed that she was changing. Her human form was now a female version that looked like both Carnage and Venom.

"DAD! WHAT HAPPENED TO ME?!"

"Don't be afraid, dear. It's the side effects of the mixture that I gave you! It's called poison, but it's not a real poison. I just call it that. Now let's see what you can do," He smiled. He was amazed at his daughter's new powers and he knew that she was going to do great things!

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_Two days later…_

Willow was getting used to her new powers and she always tried to help people. But the Daily Bugle called her a monster and that she was evil just like Venom and Carnage.

"How could they say that about me!? I saved someone from being killed just yesterday!" She said softly.

"That's because you are one of us…" A voice hissed. Willow turned and saw Carnage come from the shadows. She got into a battle stance and prepared to fight.

"I'm not like you! I'm not evil!"

"Yes you are!" He growled and he then pushed her against the wall roughly. She tried to fight him, but she was no match for his strength alone. She saw that he was about to give her a slap when his hand was stopped; she looked and saw Venom push him harshly into the wall.

"ENOUGH, CARNAGE!" He growled angrily. He helped her to her feet and stood in between her and Carnage. "You said we were going to have her join us; NOT hurt her…"

"Are you growing soft, Venom? What a crying shame…" Carnage hissed bitterly.

"W-What's going on here?! Am I really supposed to be evil?!" Willow said. Venom turned to her and took her face firmly in his hands.

"If you are one of us, then they will call you evil. Be prepared; no matter what we do, they will label us as monsters!" Venom said firmly.

"OH SHUT UP AND LET'S TOUGHEN HER UP A BIT!" Carnage yelled. He began to throw some punches at Willow when suddenly both he and Venom were kicked into the wall. They turned angrily and saw that their attacker was Spiderman.

"Great so now I have 3 of you creeps to get rid of!" Spiderman said angrily.

"Hey! Hold on! I'm not a bad guy! At least I try not to be!" Willow sputtered out. Spiderman recognized the voice and turned to look at her.

"Willow? Willow Wilson? Is that you?" He asked.

"How do you know my name?" She asked as she slowly approached him

"Aaaawwwwwww, how I love friendly gatherings, especially when I get to show my affection," Carnage spat out. He then threw a series of punches and kicks at both Willow and Spiderman. Venom then jumped in and began to fight Willow while Carnage fought Spiderman.

"I won't let you hurt anyone! Even if I die trying!" Willow yelled at Venom.

"Just calm down and fight," he whispered. But Willow noticed something interesting; Venom was not nearly as rough with her as he was with Spiderman. His punches and kicks were shallow and it was almost as if he was missing her on purpose because he never landed one blow on her. After a few moment of fighting, he pinned her to the ground and she stared deep in his eyes.

"You're not really the monster that everyone says you are…are you?" She asked softly. He looked at her and slowly shook his head no. He then got up and grabbed Carnage by his arm.

"LET'S GO! RETREAT!" Venom said. Carnage growled, but still followed after Venom. Spiderman got to his feet and then went to help an exhausted Willow.

"Hey, you alright?"

"Y-Yeah I just didn't realize that I was all wrong about Venom…"

"All wrong?! He tried to kill us!"

"No, he didn't! He is large and dangerous, but he prevented Carnage from killing both of us when he easily could have helped him finish us off," Willow said softly. She then turned to Spiderman and reached for his mask but he jumped back in defense.

"Hey…easy…your voice just sounds familiar….like my best friend…"

"Who is your best friend?"

"His name is Peter. Peter Parker. You sound so much alike, but how can that be?"

"And you sound like a friend of mine too. Her name is Willow."

Both of them stared at each other for a moment and while Peter slowly removed his mask, Willow showed her human form. Both of them gasped in disbelief!

"You're a superhero Peter!? You're Spiderman?!"

"And you're the new symbiote in town?!" He gasped!

"Whoa, hold on; I don't hurt people. I save them; similar to you!" Willow said softly. Peter let out a sigh of relief and he and Willow embraced in a friendly hug.

"I'm glad my best friend is in this with me, but you know being a superhero can be dangerous," Peter said softly.

"I know Peter, but as long as we have each other everything will be alright. Best friends can get through anything together."

"Yeah, I think you're right. Now how about a pizza?" He smiled. Willow nodded in agreement and the two friends scampered off, not noticing that Venom was watching them.

"No I am not a monster and neither are you, Willow," he said softly and then he disappeared into the night.

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**guestsurprise's words: Skellington Girl, I hope you liked it!**

**Please leave a review, but no flames!**

**GoldGuardian2418**


	2. Chapter 2

**Disclaimers in previous chapter.**

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**The Real Hero  
Chapter 2**

After her run in with Venom and Carnage, Willow arrived at her home late. She was a bit tired from all of the running and fighting and she knew that she needed to apply some healing salve to her wounds. The problem? She couldn't reach the ones that were on her back. She was about to call for her father but he said that he was working late at the office. She took off her shirt and attempted to reach the spots through her tank top, but it wasn't working well at all.

"I…can't…reach…," she gasped. She was trying not to sound like a baby, but the pain was now starting to burn and she was trying to hold back her tears. Suddenly, she felt a clawed hand begin to put the salve on her wounds. She turned and saw Venom looking at her.

"AAAAAAAAAAAAAAAAAAAAAAHHHHHHHHHHHHHHHHHH!" She screamed! She was not trying to be mean but she was still a bit frightened on him.

"GET BACK HERE!" He commanded as he took off after her. A wild chase began; she didn't know if he was there to harm her because of their recent battle. He chased her into her room and he saw her try to move back but he used some of his black symbiote goop to grab her around her feet and pull her towards him. But she used her powers to break free and then she scrambled under the bed.

"So it's a game of chase huh?" He said; a mild hint of amusement in his voice. He stuck his head under her bed and stuck his tongue out at her. He saw the fear in her face and her trying to rub her wounds. "I'm not going to hurt you! Why would I help you last night and then try to hurt you today?!"

"I-I know you're not a monster! But Carnage tried to change your mind about me when we were fighting."

"So that's why you're afraid of me. Come out of there so we can see to those wounds. It's one thing to believe I'm not a monster, but it's another thing to trust me," he said, surprisingly soft.

Willow looked at him and thought about his words when all of the sudden she felt his long tongue start licking her cheeks and neck. Even Venom knew what to do to make people feel less afraid of him. He laid his head on his folded arms and continued to lick her. She began to giggle and to laugh as he continued to lick her wherever his tongue could reach. He then stuck more of his upper body under the bed and began to poke her gently with his claws.

"AHAAHAHAHAHAHA V-VENOM STOHOHOHOHOHOHOHOHOHOHOHOHOHOHOHOHOHOP!"

"Then come out of there, Willow…," he spoke soothingly.

"AHAHAHAHAHAAAHAHAHAHAHAA I will I will!" She laughed. Venom smirked, but noticed that his massive bulge was stuck under the bed. Willow giggled and he growled playfully at her.

"Trust me…this will not be an issue," he chuckled as he heaved himself up and the bed went with him. Willow slowly began to squirm out as he held the bed up, but poked him playfully on her way out.

"WILLOW!" He gasped out, almost a hint of a chuckle in his voice. She tried to scramble out, but he quickly put the bed down and grabbed her ankle. He chuckled a bit as he pulled her closer to his chest and began to tickle her stomach softly with his claws. She laughed and giggled and after a few moments, he let her go when he saw her wounds.

"Come on, Willow…let's clean those up," he smiled. He then carried her to the restroom and began to clean her wounds when they heard a tap on the window. They turned and saw that Spiderman was at the window and staring in disbelief. He still had his costume on to protect his identity and he was very happy that he kept it on when he saw Venom in his friend's house.

"VENOM! WILLOW, GET AWAY FROM HIM!" Spiderman yelled as he threw some punches at the massive alien. Venom sent out a bone chilling hiss and then grabbed Spiderman by the neck and slammed him against the wall.

"Listen to me…I don't want to fight you right now, Parker, even though I am capable of breaking you in two. I wanted to make sure that she was alright from our previous fight."

"WHY DO YOU CARE FOR ANYONE, EDDY! YOU ARE NOTHING BUT A MONSTER!"

"SHUT UP PARKER BEFORE I END YOU RIGHT HERE AND NOW!" He hissed.

"Hold on! You both know each other?!" Willow gasped out.

"Unfortunately, we do! Now Willow, this guy is bad news! Stay away from him!"

"You're one to talk Peter! You are not trustworthy and you're pretending to be a real friend but you don't know what being a real friend really means!" Venom roared.

"STOP IT! BOTH OF YOU! I don't know you all's history but I like both of you. Venom…you're not a monster and Peter…you're my best friend. I like you both and I want you both to be in my life. I am grateful that you both do care for me, but can we all try to be friends?" Willow said softly.

"I want nothing to do with Parker. I can't control who you are friends with Willow and I will not disregard your friendship. But I will not be around with Parker around." Venom growled.

"Ditto for me!" Peter spat out. Both Venom and Peter (still in Spiderman form) both tried to get out the window at the same time. But the problem is that they both got stuck.

"OW! GET OUTTA THE WAY, PARKER!"

"YOU CREEP! I CAN'T MOVE NOW!"

"YOU WEAKLING, PUT YOUR BACK INTO IT!"

"SHUT UP EDDY AND PUSH!" Peter spat out. Willow couldn't help but giggle and she walked over near her friends and gave them both a playful poke in their sides. Both of them gasped in shock and pushed themselves through the window. They turned around and saw Willow laughing hard and Venom smirked and let his long tongue slide up her cheek.

"V-VENOM C-CUT IT OUT! AHAHAHA!" She giggled.

"That's what you get, Willow," he smiled and then he vanished into the night. Peter looked at Willow and then playfully nudged her.

"Willow, you know that was my weak spot! But listen to me. Please be careful with him. Venom is dangerous and I don't want you to get hurt. Please promise me that you will be careful," he warned. Willow then embraced her friend tightly, to calm his worries.

"Peter. Don't worry. Everything will be alright. I promise," she whispered as they continued to hug each other. But then he looked and saw that Willow was beginning to look sick. She then let out an unearthly scream and held her side.

"WILLOW!" Peter yelled.

"There is no Willow here…only Poison!" She hissed out. She was fighting with the symbiote inside of her!"

"WILLOW! NO!" Peter screamed. He ran to grab her but Willow/Poison threw him into the wall.

"Face it boy! There's another symbiote in town and me, Venom, and Carnage will rule this place in a matter of seconds!" She growled. She then grabbed Peter by his neck and began to choke him.

"W-Willow…I-I c-can't br-breathe!" He choked. She laughed and then threw him against the wall. Peter was knocked out cold.

"So long sucker!" She laughed and then she jumped out the window.

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_Two hours later…_

"Parker…Parker, wake up…" A gruff voice spoke. Peter slowly began to open his eyes, but then he felt a gentle shake. "Peter, I'm serious…c'mon, get up!"

Peter slowly got up and rubbed his head, but his eyes opened wide when he saw that he was face to face with Venom. He tried to get into a battle stance, but Venom gently pushed him back down on the floor.

"Sit down! I'm not here to fight. You've been out for a few hours. I came back to check on Willow and I found your carcass out cold. What happened?" Venom asked. Once Peter explained that the Symbiote Poison was fighting with Willow, Venom understood. He and his symbiote don't always argue anymore because they came to an understanding.

"NOW WHAT AM I GOING TO DO?! MY BEST FRIEND IS CAPTURED BY A SYMBIOTE!" Peter panicked. He was in the midst of panicking when Venom grabbed him and held him close to his chest to keep him quiet as he also covered his mouth.

"PARKER HUSH! Listen, I know we need to do something, but panicking is not going to help anything. We need to convince Willow that she is stronger than the symbiote now come on!" Venom hissed in his ear.

"G-Get that slimy thing away from me!" Peter muffled through Venom's hand as he saw his long eerie tongue. Venom smirked evilly and licked Peter all over his cheek. Peter broke free of Venom's grasp and threw a series of punches and kicks at him. Venom laughed evilly and then grabbed Peter by the back of his costume.

"Calm down, hot head…it was a joke. Now let's go!" He laughed as he literally threw Peter out the window and climbed out after him.

"HEY!" Peter panicked as he realized that Venom threw him out the window. He threw out some webbing and began to swing. He adjusted his mask and looked evilly at Venom. "You'll pay for that!"

"Shut up Parker and let's roll!" Venom said as he rolled his eyes. It wasn't long before they saw Willow/Poison fighting along with Carnage and destroying a restaurant.

"THIS IS GREAT! I FEEL SO ALIVE!" Willow/Poison laughed.

"THAT'S WHAT I LOVE! A WOMAN THAT'S EVIL INSIDE AND OUT!" Carnage laughed out! Venom growled and he and Spiderman jumped in front of them.

"Willow, stop this! You're hurting people!" Spiderman yelled. She hissed at him and then threw a series of punches and kicks at him.

"GET OUTTA HERE, PARKER! WILLOW ISN'T HERE ANYMORE! ONLY POISON!"

"YOU LIAR! LET GO OF HER!" Spiderman yelled. Poison then jumped at him and Carnage was about to join in when Venom grabbed him and began to fight with him.

"I CAN'T BELIEVE YOU'RE TAKING SPIDERMAN'S SIDE!" Carnage yelled.

"SHUT IT! I'M HERE FOR THE GIRL, NOT HIM!" Venom roared.

While those two fought, Poison was throwing objects and punches at Peter. It was hard for him not to fight because he didn't want to hurt her. He was badly bruised and she lifted up a large table and was about to crush him when he looked at her with pleading eyes.

"Willow…please don't! I know you're in there; don't let this symbiote kill me!" Peter called out. Suddenly, the symbiote stopped. It screamed and began to struggle and throw itself all over the place.

"NO! NO! I'M IN CONTROL! I'M IN CONTROL!" It screamed.

"NO YOU'RE NOT! LEAVE PETER ALONE!" Willow yelled back. After a few moments, Willow reverted back to her human form and weakly walked over to Peter.

"Peter? Are you alright?" She said softly. He nodded, but she saw that he was still in pain.

"POISON?! YOU DESTROYED POISON!" Carnage yelled. He was about to charge when Venom grabbed him and threw him a few yards. Carnage weakly got to his feet, roared in anger, and then fled into the night. Venom gently gathered the two up in his arms and took them back to Willow's home. Once everyone was bandaged up and Peter explained about the symbiote, Willow was very upset.

"I'm so sorry, everyone. I didn't mean to cause trouble. I think I am in better control now," she said sadly.

"Willow, don't be upset. You stopped yourself and helped us to stop Carnage. You're still my best friend," Peter smiled as he hugged his friend. Venom then came through the window having stepped out to give the two some time. Peter reluctantly stood up and held his hand out.

"Thanks Venom. I guess I do need to thank you for helping us."

"You're welcome, Parker," he smirked. Spiderman then gave Willow one more hug before he jumped on the window.

"Well, I'll see you guys later. Time for Spidey to go on patrol," he chuckled. With those words, he swung away. Venom turned and saw that Willow was still a bit upset. He then let his tongue gently lick her on her neck and cheeks.

"V-Venom! STOHOHOHOP!" She giggled out.

"C'mere…," he smiled. His toothy grin was a bit intimidating and she shied away from his teeth. "Easy…I'm not gonna bite you. I just want to kiss you," he smiled as he pulled her closer to his chest and gently brushed his lips against hers. Once she didn't pull back, he deepened the kiss. Willow then began to massage his muscular shoulders and rubbed his back. He moaned at her touch and then kissed her a bit deeper. He then slowly began to push his long muscular tongue in his mouth. She squeaked in surprise and he pulled back.

"It's alright…perhaps that was a bit too fast. Now get some rest Willow, you've had a long day," he smiled as he sat her down and let her lean back on his chest and use him as a backrest.

"V-Venom. I'm not tired."

"Of course you're not…," he cooed. He chuckled as he saw her fall asleep. Once she was fast asleep, he tucked her in and then slipped out the window and into the night.

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**guestsurprise's words: Skellington Girl, I hope you liked it!**

**Please leave a review, but no flames!**

**GoldGuardian2418**


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